UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 11-K/A

                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003


                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN

                              (Full Title of Plan)


                       FIRST MID-ILLINOIS BANCSHARES, INC.
                             1515 Charleston Avenue
                                  P.O. Box 499
                             Mattoon, Illinois 61938

           (Name of Issuer of the Securities Held Pursuant to the Plan
               and the Address of the Principal Executive Officer)








































                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN

                 Financial Statements and Supplemental Schedule

                           December 31, 2003 and 2002

     (With Report of Independent Registered Public Accounting Firm Thereon)








                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN



                                Table of Contents



                                                                       Page

Report of Independent Registered Public Accounting Firm                  1

Statements of Net Assets Available for Plan Benefits                     2

Statement of Changes in Net Assets Available for Plan Benefits           3

Notes to Financial Statements                                            4

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)           9








             Report of Independent Registered Public Accounting Firm



The Participants and Plan Trustee of the
First Mid-Illinois Bancshares, Inc.
   401(k) Profit Sharing Plan:


We have audited the accompanying statements of net assets available for plan
benefits of the First Mid-Illinois Bancshares, Inc. 401(k) Profit Sharing Plan
as of December 31, 2003 and 2002, and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 2003. These
financial statements are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the plan administrator, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the First
Mid-Illinois Bancshares, Inc. 401(k) Profit Sharing Plan as of December 31, 2003
and 2002, and the changes in net assets available for plan benefits for the year
ended December 31, 2003 in conformity with accounting principles generally
accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules & Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the plan administrator. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.



/s/ KPMG LLP

Chicago, Illinois
June 11, 2004





                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
              Statements of Net Assets Available for Plan Benefits
                           December 31, 2003 and 2002




                                                       2003            2002
                                                --------------- ---------------
Assets:
 Investments, at fair value:
  Mutual funds                                   $   9,585,032   $   6,203,795
  Money market funds                                   257,025         571,049
  Certificates of deposit                            1,378,437       1,259,367
  Employer common stock                              7,215,610       3,955,176
  Participant loans                                    319,348         292,283
                                                --------------- ---------------
                                                    18,755,452      12,281,670
 Receivables:
  Interest and dividends                                82,147          45,282
                                                --------------- ---------------
    Net assets available for plan benefits       $  18,837,599   $  12,326,952
                                                =============== ===============

See accompanying notes to financial statements.







                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
         Statement of Changes in Net Assets Available for Plan Benefits
                          Year ended December 31, 2003





Additions to net assets attributed to:
 Investment income (loss):
  Interest and dividends                                    $     272,452
  Net appreciation in fair value of investments                 4,589,623
                                                            --------------
   Total investment income                                      4,862,075
                                                            --------------

 Contributions:
  Employer                                                        600,494
  Participants                                                    673,255
  Rollovers                                                       429,883
                                                            --------------
   Total contributions
                                                                1,703,632
                                                            --------------
 Transfers to the Plan
                                                                  607,580
                                                            --------------
   Total additions                                              7,173,287
 Deductions from net assets attributed to:
 Benefit payments                                                 662,640
                                                            --------------
   Net increase in net assets available for plan benefits
                                                                6,510,647
Net assets available for plan benefits:
  Beginning of year                                            12,326,952
                                                            --------------
  End of year                                               $  18,837,599
                                                            ==============

See accompanying notes to financial statements.







                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
                          Notes to Financial Statements
                           December 31, 2003 and 2002


 (1)     Description of Plan

       The following description of the First Mid-Illinois Bancshares, Inc.
       401(k) Profit Sharing Plan (the Plan) provides only general information.
       Participants should refer to the plan agreement for a more complete
       description of the Plan's provisions.

       General

       The Plan is a defined contribution plan established January 1, 1985,
       covering all eligible employees of First Mid-Illinois Bancshares, Inc.
       (the Company) and any of its subsidiary corporations. All employees who
       have completed one-half year of service are eligible to participate in
       the Plan. Under the provisions of the Plan, each participant may direct
       their contributions into any of eleven investment options available under
       the Plan. The Plan currently offers eight mutual funds, a money market
       fund, certificates of deposit, and the Company's common stock as
       investment options for participants. Participants are also allowed to
       transfer all or part of their actual balances between these funds. The
       Plan is subject to the provisions of the Employee Retirement Income
       Security Act of 1974 (ERISA).

       Contributions

       Under the provisions of the Plan, all employees who have entered into a
       compensation reduction agreement with the Company may elect to reduce
       their eligible compensation by up to any percentage, subject to the
       dollar limitations of Section 402(g) of the Internal Revenue Code (Code),
       ($12,000 for the 2003 Plan year), and to have the Company contribute this
       amount to the Plan as a before-tax contribution of the participant. The
       Company also makes a matching contribution calculated as a percentage of
       the before-tax contribution made on behalf of each contributing
       participant. The Company determines this percentage each year. Matching
       contributions, however, will not exceed 2% of the eligible compensation
       of each participant in any year and cannot exceed 50% of the employees
       elected deferral. For the year ended December 31, 2003, the matching
       contribution percentage was 2%.

       The Company may also, at its sole discretion, contribute to the Plan an
       amount to be determined from year to year as a profit sharing
       contribution. For the year ended December 31, 2003, the profit sharing
       contribution was 4% of eligible compensation. The profit sharing
       contribution is maintained in a nonparticipant directed investment until
       this contribution is allocated by the Plan to the participant accounts.
       Participants who work at least 1,000 hours of service during the Plan
       year are entitled to this contribution regardless of whether they elect
       to make a before-tax contribution.

       Participant Accounts

       Separate participant accounts are maintained for the purpose of
       distributing the Plan's earnings or losses, forfeitures, voluntary
       employee contributions, and employer contributions. Allocations of the
       Plan's earnings or losses, forfeitures and employer contributions to the
       participant accounts are based on participant earnings or account
       balances, as defined in the Plan. Forfeited nonvested accounts are
       allocated to participant accounts annually. The benefit to which a
       participant is entitled is the benefit that can be provided from the
       participant's account.




                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
                          Notes to Financial Statements
                           December 31, 2003 and 2002

       Participant Loans

       Participants may borrow from their fund accounts a minimum of $1,000 up
       to a maximum equal to the lesser of $50,000 or 40% of their vested
       account balance. Loan transactions are treated as a transfer between the
       various investment funds and participant loans. Maturity dates range from
       April 2004 through October 2018. The loans are secured by the balance in
       the participant's account and bear interest at a rate commensurate with
       local prevailing rates as determined by the plan administrator. Interest
       rates on loans outstanding at December 31, 2003 ranged from 4.00% to
       9.50%. Principal and interest is paid ratably through periodic payroll
       deductions.

       Vesting

       Participants are immediately vested in their voluntary contribution and
       the Company's matching contribution, and any earnings thereon. The
       Company's 4% profit sharing contribution, and any earnings thereon, vest
       according to the following schedule:

                          Vested
                     Years of service               Percentage
               ----------------------------    ------------------
                            1                           0%
                            2                          20
                            3                          40
                            4                          60
                            5                          80
                            6                         100


       On termination of service, a participant's vested account balance will be
       paid in the form of a lump sum distribution or installment payments.

       Administrative Expenses

       Administrative expenses of the Plan are paid by the Company.

       Forfeited Accounts

       Forfeitures of terminated nonvested account balances allocated to
       remaining participants at December 31, 2003 and 2002 totaled $24,208 and
       $23,373, respectively. Forfeitures are allocated to participant accounts
       as a pro rata share based on compensation.

       Plan Termination

       Although it has not expressed any intent to do so, the Company has the
       right under the Plan to terminate the Plan subject to the provisions of
       ERISA. In the event the Plan is terminated, participants will become
       fully vested in their accounts.

       Transfers to the Plan

       Effective  November 18, 2003, the Company merged the Checkley  Agency,
       Inc. 401(k) Plan, with assets of $607,580 into the Plan




                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
                          Notes to Financial Statements
                           December 31, 2003 and 2002


 (2)   Summary of Accounting Policies

       Basis of Accounting

       The financial statements of the Plan are prepared using the accrual
       method of accounting in accordance with accounting principles generally
       accepted in the United States of America.

       Investment Valuation and Income Recognition

       Quoted market prices are used to value the mutual funds and stock. Money
       market accounts and certificates of deposit are valued at cost, which
       approximates fair value. Participant loans are recorded at the unpaid
       principal balance of the loans which approximates fair value. The Plan's
       investments are held in a trust account (the Trust) administered by First
       Mid-Illinois Bank & Trust (the Bank), a wholly owned subsidiary of the
       Company.

       Purchases and sales of securities are recorded on a trade-date basis.
       Interest income is recorded on the accrual basis. Dividends are recorded
       on the ex-dividend date.

       Use of Estimates

       The preparation of financial statements in accordance with accounting
       principles generally accepted in the United States of America requires
       the plan administrator to make estimates and assumptions that affect
       certain reported amounts and disclosures. Accordingly, actual results
       could differ from those estimates.

       Payment of Benefits

       Benefits are recorded when paid.

(3)    Investments

       The following table presents the fair value of individual investments
       which represent 5% or more of the Plan's net assets available for plan
       benefits at December 31:



                         Investment                    Description          2002        2001
      --------------------------------------------- ----------------- ------------- ------------
                                                                            
      First Mid-Illinois Bank & Trust               Certificate of
         Certificate of Deposit                     Deposit             $  967,541   $  877,943
      Federated Max Capital Fund                    Mutual fund          2,111,881    1,549,310
      Janus Adviser Balance Fund                    Mutual fund          1,226,625    1,003,246
      Janus Adviser Worldwide Fund                  Mutual fund          1,201,757      963,317
      Vanguard Growth Index Fund                    Mutual fund          2,295,459    1,339,681
      First Mid-Illinois Bancshares, Inc. stock     Common stock         7,215,610    3,955,176






                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
                          Notes to Financial Statements
                           December 31, 2003 and 2002


       During 2003, the Plan's investments (including gains and losses on
       investments bought and sold, as well as held during the year) appreciated
       in value as follows:

        Mutual funds                                $   1,579,222
        Common stock                                    3,010,401
                                                  ---------------
             Net appreciation in fair value
                 of investments                     $   4,589,623
                                                  ===============


(4)    Nonparticipant-Directed Investments

       Information about the net assets relating to the nonparticipant-directed
       investments as of December 31, 2003 and 2002, and the components of the
       changes for the years ended December 31, 2003 and 2002, as follows:

                                                             2003         2002
                                                       ------------ ------------
        Net assets
         Certificate of deposit                         $  410,896   $  381,424
         Money market fund                                  14,494            -
         Interest receivable                                 1,085          893
                                                       ------------ ------------
               Net assets                               $  426,475   $  382,317
                                                       ============ ============
        Changes in net assets:
         Contributions                                  $  418,471   $  376,644
         Interest income                                     8,004        7,184
         Transfers to participant-directed investments    (382,317)    (344,801)
                                                       ------------ ------------
                                                        $   44,158   $   39,027
                                                       ============ ============







                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
                          Notes to Financial Statements
                           December 31, 2003 and 2002


 (5)   Tax Status of the Plan

       The Company adopted a Prototype Non-Standardized Profit Sharing Plan with
       a cash or deferral arrangement which received a favorable opinion letter
       from the Internal Revenue Service on August 7, 2001 stating that the Plan
       and related Trust are designed in accordance with applicable sections of
       the Internal Revenue Code, and the Trust is, therefore, exempt from
       Federal income tax under provisions of Section 501(a). The Plan has been
       amended since receiving the opinion letter. However, the plan
       administrator and the Plan's legal counsel believe that the Plan is
       designed and currently being operated in compliance with the applicable
       requirements of the Internal Revenue Code. Therefore, no provision for
       income taxes has been included in the Plan's financial statements.

 (6)   Transactions with Related Parties

       The Plan holds certificates of deposit with First Mid-Illinois Bank &
       Trust, a related party. The certificates of deposit totaled $1,378,437
       and $1,259,367 at December 31, 2003 and 2002 and interest income of
       $37,571 was recorded during 2003. The Plan also had an investment in
       155,008 and 146,488 shares of the Company's common stock at December 31,
       2003 and 2002, respectively. The common stock had a cost and fair value
       of $3,191,793 and $7,215,610, respectively, at December 31, 2003 and
       $2,752,336 and $3,955,176 respectively, at December 31, 2002. Related
       dividends received on the Company's stock for 2003 were $101,620.


                                                                        REVISED
                                                                        Schedule

                       FIRST MID-ILLINOIS BANCSHARES, INC.
                           401(k) PROFIT SHARING PLAN
         Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
                                December 31, 2003





                                                                                      Number of
                                                                                      shares or              Current
               Identity of issuer and description of investment                         units                 value
-------------------------------------------------------------------------------    -----------------    ------------------
Money market accounts:
                                                                                                       
   Federated Prime Obligation Funds #10                                                      22,620          $     22,620
   Federated Prime Obligation Fund #396                                                     208,051               208,051
   NTHN Institutional Funds Government Select                                                26,354                26,354

Certificates of deposit:
   First Mid-Illinois Bank & Trust CD; 2.96%, maturing
       January 2, 2004 (nonparticipant-directed, cost of $410,896)*                              --               410,896
   First Mid-Illinois Bank & Trust CD; 2.96%, maturing
       January 2, 2004 (participant-directed)*                                                   --               967,541

Mutual funds:
   Federated Mid Capital Index Fund                                                          42,059               798,282
   Federated Max Capital Fund                                                                93,987             2,111,881
   Federated Total Return Bond Fund                                                          70,367               762,773
   Fidelity Low Priced Stock Fund                                                            11,720               409,975
   Janus Adviser Balance Fund                                                                51,998             1,226,625
   Janus Adviser Worldwide Fund                                                              45,538             1,201,757
   PBHG Growth Fund                                                                          10,691               190,405
   T. Rowe Price Mid-Cap Value                                                               28,902               587,875
   Vanguard Growth Index Fund                                                                92,113             2,295,459

Common stock:
   First Mid-Illinois Bancshares, Inc.*                                                    155,008             7,215,610

Participant loans (at interest rates ranging from 4.00% to 9.50%, with
   maturity dates ranging from April 2004 to October 2018)                                  319,348               319,348
                                                                                                             -------------
                         Total investments                                                                   $ 18,755,452
                                                                                                             =============



* Party-in-interest

  See accompanying report of independent registered public accounting firm.







                                   SIGNATURES



THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.



                                      First Mid-Illinois Bancshares, Inc.
                                      401(k) Profit Sharing Plan


Date:  June 28, 2004                  By:  /s/  William S. Rowland

                                           William S. Rowland
                                           President and Chief Executive Officer





                   Exhibit Index to Annual Report on Form 11-K


          Exhibit
           Number          Description and Filing or Incorporation Reference
   ----------------------- -----------------------------------------------------
            23.1           Consent of KPMG LLP















                                                                    Exhibit 23.1



            Consent of Independent Registered Public Accounting Firm



The Board of Directors
First Mid-Illinois Bancshares, Inc.:

We consent to incorporation by reference in the registration statement (No.
33-64139) on Form S-8 of First Mid-Illinois Bancshares, Inc. of our report dated
June 11, 2004, relating to the statements of net assets available for plan
benefits of First Mid-Illinois Bancshares, Inc. 401(k) Profit Sharing Plan as of
December 31, 2003 and 2002, the related statement of changes in net assets
available for plan benefits for the year ended December 31, 2003, and the
supplemental schedule of assets (held at end of year) as of December 31, 2003,
which appears in the December 31, 2003 annual report on Form 11-K of the First
Mid-Illinois Banchshares, Inc. 401(k) Profit Sharing Plan.



/s/ KPMG LLP
Chicago, Illinois
June 25, 2004